Terms of Service

Online Subscription Agreement

Welcome to PaperTrl! This Online Subscription Agreement spells out what you can expect from us, and what we expect from you. If you agree to what you read in this Agreement you should check the box adjacent to the words “Agree to Terms of Service” on the subscriber registration page. Checking this box acknowledges that you have read and agree to the terms herein. This online document is the legal equivalent of your signature on a written contract and is legally binding. Only by selecting or placing a check mark in the “Agree to Terms of Service” box will you be able to access and use the services available on PaperTrl.

Definitions.
1. “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity. If you are an agency of a state, provincial, or local government, “Affiliate” means (1) any government agency, department, office, instrumentality, division, unit or other entity, of your state, provincial or local government that you supervise or is part of you, or which supervises you or you are part of, or which is under common supervision with you; (2) any county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of your state or province and located within your state’s or province’s jurisdiction and geographic boundaries; and (3) any other entity in your state or province expressly authorized by the laws of your state or province to purchase under state or provincial contracts; provided that a state or province and its Affiliates shall not, for purposes of this definition, be considered to be Affiliates of the federal government or its Affiliates. If you are an agency of the U.S. government, “Affiliate” means any other agency of the U.S. government. If you are an agency of the Canadian government, “Affiliate” means any other agency of the Canadian government, except for a federal Crown corporation.
2. “Communities” means one or more forums that we or an Affiliate of ours may establish for customers or the general public to obtain information or collaborate regarding the use of the Product(s), as may be accessible via the Portal or at an alternate website we identify.
3. “Customer Data” means all data, including all text, sound, or image files that you provide, or are provided on your behalf to us for your use of the Online Services.
4. “License” means the right to copy, install, use, access, display, run and/or otherwise interact with a Product, as applicable, and as may be further described in the Online Services Use Rights.
5. “Licensed Software” means any software product as available on the Portal. Licensed Software is offered on a standalone basis or as a component of an Online Service.
6. “Online Service” means any online service as available on the Portal. An Online Service may include Supplemental Software and/or Licensed Software.
7. “Order” means an order for a Product on the Portal. An Order may include multiple Subscriptions to a Product.
8. “Portal” means the PaperTrl Online Services Portal at https://PaperTrl.com or at an alternate website we identify.
9. “Product” means any Online Service and any Licensed Software as described on the Portal.
10. “Subscription” means the part of the Order identifying the specific Product being ordered and may include the quantity, ship-to address, or other information.
11. “Supplemental Software” means software provided to you as part of an Online Service and which is used with the Online Service to enable certain functions of the Online Service.
12. “Term” means the duration of a Subscription.
Your use of our Products.
1. This Agreement governs your use of the Products. You may need to activate an Online Service prior to use. We grant you a License to Products you ordered provided you pay for them and comply with this Agreement. Your License is nonexclusive, non-perpetual, and, unless specifically allowed, non-transferable. Minimum system requirements or other factors may affect your ability to use Products. We reserve all rights not expressly granted in this Agreement.
2. Access and Services. We reserve the right to modify, suspend or terminate access to the service on our Portal at any time for any reason without notice or refund, including the right to require you to change your login identification code or password.
3. Privacy, Use and Security of Customer Data. We will handle your Customer Data according to the privacy, use and security terms set forth on the Portal.
4. Licensed Software. We grant you Licenses for the number of copies of Licensed Software you ordered. We also grant you the right to use a prior (older) version in place of a Licensed Software version you license if we specify such use in the Online Services Use Rights.
5. Limitations on use. The Online Services Use Rights identify limitations on your use of Products in addition to those specified in this Agreement. You may not reverse engineer, decompile or disassemble any Product, except where applicable law permits it despite this limitation. You may not rent, lease, lend, resell, or host to or for third parties any Product, except as expressly permitted for a given Product in the Online Services Use Rights. You may not separate and use the components of a Product on two or more computers, upgrade or downgrade components at different times, or transfer components separately.
6. Responsibility for your IDs and accounts. You are responsible for protecting the confidentiality of any Online Services associated with this Agreement. In addition, you are responsible for your passwords, if any, and all activity with your Online Service accounts including that of users you provision and dealings with third parties that take place through your account or associated accounts. You must keep your accounts and passwords confidential. You must tell us right away about any possible misuse of your accounts or any security incident related to the Online Service.
Ordering, pricing, payments, renewals, and taxes.
1. You can place an Order on the Portal.
2. Pricing and payment terms for Products are available on or through the Portal. Payments are due and must be made according to the payment option you selected for each Product on the Portal.
3. Subscription renewal. The subscriptions will be collected via credit card on a month to month basis and may be cancelled without further notice in the event that you fail to pay your monthly fees.
4. Any amounts owed to us are exclusive of any taxes. You shall pay any applicable value added, goods and services, sales, or like taxes that are owed with respect to any Order placed under the Agreement and which we are permitted to collect from you under applicable law. You shall be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay including any taxes that arise on the distribution or provision of Products to your Affiliates. We shall be responsible for all taxes based upon our net income or on our property ownership. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority, provided however that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You will make certain that any taxes withheld are minimized to the extent possible under applicable law.
Term, suspension, and termination.
1. Agreement term and termination. This Agreement is on a month to month basis. Termination will not affect any Subscription not otherwise terminated and this Agreement shall remain in effect for such Subscription for the remainder of the Term.
2. Termination of a Subscription. You may terminate a Subscription at any time during its Term. A termination will be effective at the end of the monthly Subscription cycle during which you terminate the Subscription. You must pay for the period prior to the termination effective date.
3. How to terminate the Agreement or a Subscription. You must follow the process, if available, on the Portal or otherwise contact PaperTrl billing via billing@papertrl.com to terminate the Agreement or a Subscription.
4. Expiration or termination: Customer Data. Upon expiration or termination of each Subscription, you must tell us whether to:
  1. retain Customer Data in your paid account upon conversion from a trial account; or
  2. disable your account and then delete your Customer Data; or
  3. retain your Customer Data in a limited function account for at least 90 days after expiration or termination of your Subscription (the “retention period”) so that you may extract your Customer Data.
    - If you indicate (2), you will not be able to extract your Customer Data from your account.
    - If you indicate (3), you will be able to extract your Customer Data via our standard processes and tools, and you will reimburse us if there are any applicable costs.
    - If you do not indicate (2) or (3), we will retain your Customer Data in accordance with (3).
    - Following the expiration of the retention period, we will disable your account and then delete your Customer Data.
  4. You agree that, other than as described above, we have no obligation to continue to hold, export or return your Customer Data. You agree that we have no liability whatsoever for deletion of your Customer Data pursuant to these terms.
Confidentiality. You agree that you shall treat the design and performance of the Online Services that are accessible to you only via password protected access and any documentation or materials we make available to you under this Agreement as confidential and shall not disclose them to any third party except in the furtherance of the parties’ business relationship with each other. If you are a government customer, this Section is subject to the requirements of applicable trade secret, public records, and similar laws. Neither party shall make any public statement concerning the terms or our business relationship as provided in this Agreement without the other party’s prior written consent.
Warranties. You must bear the risk of any liability relating to your use of Online Services. ACCORDINGLY, YOUR USE OF THE PAPERTRL ONLINE SYSTEM IS ENTIRELY AT YOUR SOLE RISK. WE WILL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES YOU MAY INCUR IN CONNECTION WITH OUR SYSTEM, YOUR USE THEREOF OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON OUR SYSTEM, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION EVEN IF WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. DISCLAIMER OF OTHER WARRANTIES. OUR ONLINE SERVICES ARE PROVIDED “AS IS.” WE PROVIDE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. WE DISCLAIM ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.
Limitation of liability. Except as otherwise provided in this Section, to the extent permitted by applicable law, our and our Affiliates’ and contractors’ liability to you arising under this Agreement is limited to direct damages up to the amount you paid us for the Product giving rise to that liability during the twelve months prior to the filing of the claim. In the case of Products provided free of charge, or any code that you are authorized to redistribute to third parties without separate payment to PaperTrl, our and our Affiliates’ and contractors’ liability to you arising under this Agreement is limited to five United States dollars ($5.00 USD). These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory. However, these monetary limitations will not apply to: Liabilities arising out of any breach of our obligations under the Section entitled “Confidentiality”, except that our and our Affiliates’ and contractors’ liability arising out of or in relation to Customer Data shall in all cases be limited to the amount you paid for the Online Service giving rise to that liability during the twelve months prior to the filing of the claim; and liability for personal injury or death caused by our negligence or that of our employees or agents or for fraudulent misrepresentation.
Miscellaneous.
1. Notices to us. You must send notices, authorizations, and requests in connection with this Agreement by regular or overnight mail, express courier, or fax to PaperTrl Inc., 3401 Carlins Park Dr., Suite D, Baltimore, MD 21215. We will treat notices as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery.
2. Electronic notices to you. We may provide you with information about the Online Service in electronic form. It may be via email to the address you provide when you sign up for the Online Service (as you may update via the Portal) or through a web site that we identify. Notice via email is given as of the transmission date. As long as you use the Online Service, you have the software and hardware needed to receive these notices. You may not use the Online Service if you do not agree to receive these electronic notices. In addition, various service communications may be sent via email to account administrators you identify and may update via the Portal.
3. Assignment. You may not assign this Agreement. We may assign this Agreement to our Affiliates.
4. Severability. If a court holds any provision(s) of this Agreement to be illegal, invalid or unenforceable, the rest of the document will remain in effect and this Agreement will be amended to give effect to the eliminated provision to the maximum extent possible.
5. Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver must be in writing and signed by an authorized representative of the waiving party.
6. Applicable law. This Agreement is governed by the laws of the State of Maryland without regard to its conflict of laws principles, except that (1) if you are a U.S. Government entity, this Agreement is governed by the laws of the United States, and (2) if you are a state or local government entity in the United States, this Agreement is governed by the laws of that state. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement. The Products are protected by copyright and other intellectual property rights laws and international treaties.
7. Dispute resolution. Any action to enforce this Agreement must be brought in the State of Ohio, USA. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If you are a U.S. Government or state or local government entity, this Section does not apply and jurisdiction and venue will be determined by applicable law.
8. Entire agreement. This Agreement constitutes the entire agreement concerning the subject matter and supersedes any prior or contemporaneous communications.
9. Survival. Provisions regarding fees, Online Services Use Rights, restrictions on use, transfer of Licenses, export restrictions, defense of infringement, misappropriation, and third party claims, limitations of liability, confidentiality, compliance verification, obligations on termination and the provisions in this Section entitled “Miscellaneous” will survive termination or expiration of this Agreement.
10. No transfer of ownership. We do not transfer any ownership rights in any Products. We reserve all rights not specifically granted in this Agreement. Products are protected by copyright and other intellectual property rights laws and international treaties.
11. Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, pandemic, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this Agreement.
12. U.S. export jurisdiction. The Products are subject to U.S. export jurisdiction. You must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
13. Natural disaster. In the event of a natural disaster, we may post information or provide additional assistance or rights on https://PaperTrl.com.
14. Acknowledgment. This Agreement represents the entire understanding between you and us regarding the relationship with respect to the Online Services and supersedes any prior statements or representations.

IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS ONLINE SUBSCRIPTION AGREEMENT, PLEASE SELECT THE CHECK BOX ADJACENT TO THE TEXT “AGREE TO TERMS OF SERVICE” LOCATED ON THE REGISTRATION PAGE.